Prospectus SUNOCO INC - 4-30-2012 by SUN-Agreements

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									                                      UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                                          Washington, D.C. 20549


                                                                FORM 8-K

                                                          CURRENT REPORT
                                                Pursuant to Section 13 or 15(d) of the
                                                  Securities Exchange Act of 1934
                                    Date of Report (Date of earliest event reported): April 29, 2012



                   ENERGY TRANSFER PARTNERS, L.P.
                                             (Exact name of Registrant as specified in its charter)



                    Delaware                                               1-11727                                  73-1493906
             (State or other jurisdiction                                (Commission                                 (IRS Employer
                  of incorporation)                                      File Number)                            Identification Number)

                                                  3738 Oak Lawn Avenue Dallas, TX 75219
                                                 (Address of principal executive offices, including zip code)

                                                                    (214) 981-0700
                                                   (Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01.            Regulation FD Disclosure.
      On April 30, 2012, Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”) issued a joint press release announcing that the
two companies have entered into a definitive merger agreement pursuant to which ETP will acquire Sunoco for $5.3 billion. Under the terms of
the merger agreement, which has been unanimously approved by the boards of directors of both companies, Sunoco shareholders can elect to
receive, for each Sunoco common share they own, either $50.00 in cash, 1.0490 ETP common units or a combination of $25.00 in cash and
0.5245 ETP common units. The aggregate cash paid and common units issued will be capped so that the cash and common units will each
represent approximately 50% of the aggregate consideration. Elections in excess of the cash or common unit limits will be subject to proration.

      Additionally, in the press release, ETP and Sunoco announced a joint investor call for the same date at 8:30 a.m. (ET) to discuss the
merger. The dial-in number for the call is (888) 390-0918 in the United States, or (415) 228-4586 outside the United States. The participant
code is ETPSUN. ETP and Sunoco also expect to make a joint investor presentation concerning the merger.

           Copies of the joint press release and the investor presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively,
and are incorporated herein by reference. Interested parties can also review the investor presentation by visiting ETP’s web site at:
http://www.energytransfer.com under “Presentations.”

           In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached Exhibits 99.1
and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 8.01             Other Events.
       To the extent required, the information included in Item 7.01 of this Form 8-K is incorporated into this item 8.01.

Item 9.01.            Financial Statements and Exhibits.
(d)    Exhibits.

Exhibit Number                      Description of the Exhibit
99.1                                Joint Press Release dated April 30, 2012.
99.2                                Investor Presentation dated April 30, 2012.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed business combination transaction between ETP and Sunoco, ETP plans to file with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be mailed to the
Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED
TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and
security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed
with the SEC by ETP and Sunoco through the web site maintained by the SEC at www.sec.gov . In addition, investors and security holders will
be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting
the investor relations department of ETP or Sunoco at the following:

                 Energy Transfer Partners, L.P.                                    Sunoco, Inc.
                 3738 Oak Lawn Ave.                                                1818 Market Street, Suite 1500
                 Dallas, TX 75219                                                  Philadelphia, PA 19103
                 Attention: Investor Relations                                     Attention: Investor Relations
                 Phone: (214) 981-0795                                             Phone: (215) 977-6764
                 Email: InvestorRelations@energytransfer.com                       Email: SunocoIR@sunocoinc.com
PARTICIPANTS IN THE SOLICITATION
ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect
of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general
partner is contained in ETP’s Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding
Sunoco’s directors and executive officers is contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the
SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed
transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined
company, and any other statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco
managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words
“believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements.
There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward
looking statements, including: the ability to consummate the proposed transaction; the ability to obtain the requisite regulatory approvals,
Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully
integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of
announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and
competitors; the ability to achieve revenue growth; national, international, regional and local economic, competitive and regulatory conditions
and developments; technological developments; capital and credit markets conditions; inflation rates; interest rates; the political and economic
stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental
conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity and certain agricultural
products; the timing and success of business development efforts; terrorism; and the other factors described in the Annual Reports on Form
10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL and Sunoco disclaim any
intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
                                                                SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                                           Energy Transfer Partners, L.P.

                                                                           By:   Energy Transfer Partners GP, L.P.,
                                                                                 its general partner
                                                                           By:   Energy Transfer Partners, L.L.C.,
                                                                                 its general partner
Date: April 30, 2012                                                       By:   /s/ Martin Salinas, Jr.
                                                                                 Martin Salinas, Jr.
                                                                                 Chief Financial Officer
                                                  EXHIBIT INDEX

Exhibit Number   Description of the Exhibit
99.1             Joint Press Release dated April 30, 2012.
99.2             Investor Presentation dated April 30, 2012.
                                                                                                                                  Exhibit 99.1




                   ENERGY TRANSFER PARTNERS TO ACQUIRE SUNOCO IN $5.3 BILLION TRANSACTION

Creates One of the Largest and Most Diversified Energy Partnerships in the U.S.

Expands ETP’s Geographic Footprint and Markedly Strengthens its Presence in Crude Oil, NGLs and Refined Products
Transportation, Terminalling, and Logistics

Expected to be Immediately Accretive to Distributable Cash Flow of ETP

DALLAS AND PHILADELPHIA, April 30, 2012 — Energy Transfer Partners, L.P. (NYSE: ETP) and Sunoco, Inc. (NYSE: SUN) today
announced that they have entered into a definitive merger agreement whereby ETP will acquire Sunoco in a unit and cash transaction valued at
$50.13 per share, or a total consideration of approximately $5.3 billion, based on ETP’s closing price on April 27, 2012. This combination will
create one of the largest and most diversified energy partnerships in the country by expanding ETP’s geographic footprint and strengthening its
presence in the transportation, terminalling and logistics of crude oil, NGLs and refined products.

The merger consideration, which consists of $25 in cash and 0.5245 of an ETP common unit, or approximately 50 percent cash and 50 percent
ETP common units, represents a 29 percent premium to the 20-day average closing price of Sunoco shares as of April 27, 2012. By acquiring
Sunoco, ETP will also own Sunoco’s general partner interest and the incentive distribution rights (IDRs) in Sunoco Logistics Partners (NYSE:
SXL), as well as Sunoco’s 32.4 percent interest in Sunoco Logistics Partners’ limited partner units and Sunoco’s branded retail business, which
generates additional stable cash flows from a portfolio of approximately 4,900 retail locations in the U.S.

“This transaction, which will be immediately accretive, represents the next step in Energy Transfer Partners’ transformation into a more
diversified enterprise with an integrated and expanded footprint,” said Kelcy Warren, ETP’s chief executive officer and chairman of the board
of directors. “As we have said in the past year, our goal is to derive more of our distributable cash flow from the transportation of heavier
hydrocarbons like crude oil, NGLs, and refined
products. With this transaction, we make a major move in that direction, bringing our cash flow mix related to the combined enterprise’s
pipeline businesses to approximately 70 percent natural gas and 30 percent heavier hydrocarbons. At the same time, we will enhance the size
and scale of the ETP platform by creating new service capabilities and entering new geographic operating areas.”

“This transaction will enable Sunoco’s businesses to realize their full potential by becoming an important part of a diversified leader in the
energy industry,” said Brian P. MacDonald, Sunoco’s president and chief executive officer. “In addition, it delivers an attractive premium to
our shareholders, while enabling them to participate in the future growth of the business. The combination with ETP provides substantial future
value-creation opportunities for Sunoco shareholders and ETP unitholders alike.”

Commenting further, MacDonald said, “ETP recognizes that the steady, ratable cash flows that our logistics and retail businesses generate are
backed by great assets, deep expertise, and the potential for future growth. ETP has an interest in growing its Marcellus Shale-related activity,
and I am pleased that the combined enterprise will retain a strong Pennsylvania presence.”

Other Transaction Details
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Sunoco
shareholders can elect to receive, for each Sunoco common share they own, either $50.00 in cash, 1.0490 ETP common units or a combination
of $25.00 in cash and 0.5245 ETP common units. The aggregate cash paid and common units issued will be capped so that the cash and
common units will each represent 50 percent of the aggregate consideration. The cash elections and common unit elections will be subject to
proration to satisfy this cap. Upon closing, Sunoco shareholders are expected to own approximately 20 percent of ETP common units. In
addition, $965 million of Sunoco’s existing notes will remain outstanding.

In conjunction with the transaction, Energy Transfer Equity, L.P. (NYSE: ETE), the owner of Energy Transfer Partners’ general partner, has
agreed to relinquish its right to approximately $210 million of incentive distributions from ETP that it would otherwise be entitled to receive
over 12 consecutive quarters following the closing of the transaction.
Sunoco’s logistics and retail businesses will continue to maintain headquarters in the Philadelphia area consistent with their current operating
presence. In addition, under the merger agreement, Sunoco will continue its plans for exiting its refining business as previously announced, as
well as continue its plans for the proposed refinery joint venture being discussed by Sunoco and The Carlyle Group.

Combined Corporate Structure
The transaction has been approved by each company’s board of directors and is expected to close in the third or fourth quarter of 2012, subject
to approval of Sunoco shareholders and customary regulatory approvals. Following the closing, Sunoco and Sunoco Logistics Partners will
operate under the Energy Transfer Equity, L.P. umbrella of companies. By acquiring Sunoco, ETP will own Sunoco’s general partner interest,
limited partner interest and the incentive distribution rights in Sunoco Logistics Partners.

Sunoco Logistics Partners will continue to be traded on the NYSE as a separate publicly traded MLP.

Advisors
Wells Fargo Securities, LLC acted as exclusive financial advisor to ETP, while Latham & Watkins LLP, Bingham McCutchen LLP and
Morris, Nichols Arsht and Tunnell LLP acted as legal counsel.

Credit Suisse Securities (USA) LLC acted as exclusive financial advisor to Sunoco and Wachtell, Lipton, Rosen & Katz acted as legal counsel.

Conference Call
ETP and Sunoco will host a conference call today at 8:30 a.m. EDT (7:30 a.m. CDT) to discuss the transaction details. The dial-in number for
the call is 888-390-0918 in the United States, or 415-228-4586 outside the United States. The participant pass code is ETPSUN. The call will
also be available for replay on ETP’s and SUN’s websites for a limited time.

Energy Transfer Partners, L.P. ( NYSE:ETP ) is a publicly traded partnership owning and operating a diversified portfolio of energy
assets. ETP has pipeline operations in Alabama, Arizona, Arkansas, Colorado, Florida, Louisiana, Mississippi, New Mexico, Utah and West
Virginia and owns the largest intrastate pipeline system in Texas. ETP currently has natural gas operations that include approximately 23,500
miles of gathering and transportation pipelines, treating and processing assets, and three storage facilities located in Texas. ETP also holds a 70
percent interest in Lone Star NGL, a joint venture that owns and operates NGL storage, fractionation and transportation assets in Texas,
Louisiana and Mississippi. ETP’s general partner is owned by ETE. For more information, visit the Energy Transfer Partners, L.P. website at
www.energytransfer.com.

Energy Transfer Equity, L.P. ( NYSE:ETE ) is a publicly traded partnership, which owns the general partner and 100 percent of the
incentive distribution rights (IDRs) of Energy Transfer Partners, L.P. (NYSE:ETP) and approximately 52.4 million ETP limited partner units;
and owns the general partner and 100 percent of the IDRs of Regency Energy Partners LP (NYSE:RGP) and approximately 26.3 million RGP
limited partner units. ETE is also the parent of Southern Union Company. The ETE family of companies owns approximately 45,000 miles of
natural gas and natural gas liquids pipelines. For more information, visit the Energy Transfer Equity, L.P. web site at www.energytransfer.com.

Sunoco, Inc. (NYSE: SUN) is a leading logistics and retail company. The company owns the general partner interest of Sunoco Logistics
Partners L.P., which consists of a two percent ownership interest and incentive distribution rights, and owns a 32.4 percent interest in the
Partnership’s limited partner units. Sunoco Logistics Partners L.P. is an owner and operator of complementary pipeline, terminal and crude oil
acquisition and marketing assets. Sunoco also has a network of approximately 4,900 retail locations in 23 states.

Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia, is a master limited partnership that owns and operates a
logistics business consisting of a geographically diverse portfolio of complementary pipeline, terminalling and crude oil acquisition and
marketing assets. The Refined Products Pipelines consist of approximately 2,500 miles of refined products pipelines located in the northeast,
midwest and southwest United States, and equity interests in four refined products pipelines. The Crude Oil Pipelines consist of approximately
5,400 miles of crude oil pipelines, located principally in Oklahoma and Texas. The Terminal Facilities consist of approximately 42 million
shell barrels of refined products and crude oil terminal capacity (including approximately 22 million shell barrels of capacity at the Nederland
Terminal on the Gulf Coast of Texas and approximately 5 million shell barrels of capacity at the Eagle Point terminal on the banks of the
Delaware River in New Jersey). The Crude Oil Acquisition and Marketing business involves the acquisition and marketing of crude oil and is
principally conducted in Oklahoma and Texas and consists of approximately 190 crude oil transport trucks and approximately 120 crude oil
truck unloading facilities.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc.
(“Sunoco”), ETP plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will
contain a proxy statement/prospectus to be mailed to the Sunoco shareholders in connection with the proposed transaction. THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION
ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY/PROSPECTUS CAREFULLY WHEN THEY
BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the registration statement and
the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the SEC at
www.sec.gov . In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy
statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following:

Energy Transfer Partners, L.P.                                             Sunoco, Inc.
3738 Oak Lawn Ave.                                                         1818 Market Street, Suite 1500
Dallas, TX 75219                                                           Philadelphia, PA 19103
Attention: Investor Relations                                              Attention: Investor Relations
Phone: (214) 981-0795                                                      Phone: (215) 977-6764
E-mail: InvestorRelations@energytransfer.com                               E-mail: SunocoIR@sunocoinc.com

PARTICIPANTS IN THE SOLICITATION
ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect
of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general
partner is contained in ETP’s Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding
Sunoco’s directors and executive officers is contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the
SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed
transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined
company, and any other statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco
managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words
“believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements.
There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward
looking statements, including: the ability to consummate the proposed transaction; the ability to obtain the requisite regulatory approvals,
Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully
integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of
announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and
competitors; the ability to achieve revenue growth; national, international, regional and local economic, competitive and regulatory conditions
and developments; technological developments; capital and credit markets conditions; inflation rates; interest rates; the political and economic
stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental
conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity and certain agricultural
products; the timing and success of business development efforts; terrorism; and the other factors described in the Annual Reports on Form
10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL and Sunoco disclaim any
intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
Contact Details
For Energy Transfer Partners, L.P.:
Brent Ratliff (investors): 214-981-0700
Mark Palmer (media): 214-254-3790
Vicki Granado (media): 214-599-8785

For Sunoco, Inc.:
Clare McGrory (investors): 215-977-6764
Thomas Golembeski (media): 215-977-6298
Energy Transfer Partners, L.P.
Acquisition of Sunoco, Inc.
April 30, 2012 | Investor Presentation
Exhibit 99.2
1

Legal Disclaimer
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
Energy Transfer Partners, L.P.
Sunoco, Inc.
3738 Oak Lawn Ave.
1818 Market Street, Suite 1500
Dallas, TX 75219
Philadelphia, PA 19103
Attention: Investor Relations
Attention: Investor Relations
Phone: (214) 981-0795
Phone: (215) 977-6764
E-mail: InvestorRelations@energytransfer.com
E-mail: SunocoIR@sunocoinc.com
PARTICIPANTS IN THE SOLICITATION
SAFE HARBOR FOR FORWARD-LOOKING
STATEMENTS
In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to file with the U.S.
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be mailed to the Sunoco shareholders in
connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION
ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION
STATEMENT AND THE PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the SEC at www.sec.gov .
In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by
contacting the investor relations department of ETP or Sunoco at the following:
ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions
contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended
December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is contained in Sunoco’s definitive proxy statement dated
March 16, 2012, which is filed with the SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus.
Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction, future financial and
operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other statements about ETP, Energy Transfer Equity,
L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,”
“plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that
could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the
ability to obtain the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to
successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement of the transaction or
consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; national, international,
regional and local economic, competitive and regulatory conditions and developments; technological developments; capital and credit markets conditions; inflation rates; interest
rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental
conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity and certain agricultural products; the timing and success of
business development efforts; terrorism; and the other factors described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP,
ETE, SXL and Sunoco. ETP, ETE, SXL and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the
date of this document.
2

A Compelling Strategic Transaction
Energy Transfer Partners, L.P. (“ETP”) will acquire 100% of Sunoco, Inc.’s (“SUN”) outstanding
common stock for $50.13 per share ($5.3 billion)
Creates a “best in class”
natural gas, crude oil, NGLs
and
refined product logistics platform
–
Provides customers with a full suite of capabilities in key geographic locations across the U.S.
–
Diversifies ETP’s existing natural gas and NGL infrastructure assets into crude oil and refined
products transportation, terminalling and logistics
–
Provides
a
growth
engine
for
ET
P
through
ownership
of
the
Sunoco
Logistics
Partners
L.P.
(“SXL”) general partner, incentive distribution rights (“IDRs”) and 32.4% limited partner interests
–
Combination with Energy Transfer platform dramatically expands scale, operational diversity and
geographic footprint of SUN and SXL, enabling businesses to fully deliver on potential
Accretive to ETP cash flow both immediately and over the long-term, while providing SUN
shareholders increased value now and into the future
–
Allows SUN shareholders continued participation in potential upside from synergies and
complementary organic growth projects
Key SUN and SXL management to remain and continue to run businesses and oversee integration
Transaction provides immediate accretion and furthers ETP’s long-term initiative to enhance
the services provided to customers while expanding its fee-based tariff / margin business mix
3

ETP Has Rapidly Evolved Into a Diversified
Energy Logistics Company
2004 –
2007
2008 –
2009
2010 –
2011
2012
Acquired TUFCO Pipeline,
Houston Pipeline and
Transwestern Interstate
Pipeline
Completed the first 42-inch
diameter natural gas pipeline in
the state of Texas in 2007 –
Since that time, have
completed and placed in
service nearly 2,500 miles of
large diameter pipe in major
U.S. shale plays
Initiated open season for new
interstate gas pipeline,
Midcontinent Express Pipeline
(“MEP”), a 50/50 joint venture
with Kinder Morgan Energy
Partners (“KMP”)
MEP completed and placed
in-service
Completed Phoenix and San
Juan projects, expanding
Transwestern Pipeline
Initiated open season for new
interstate gas pipeline, Tiger
Pipeline
Initiated open season for new
interstate gas pipeline,
Fayetteville Express Pipeline
(“FEP”), another 50/50 joint
venture with KMP
FEP and Tiger completed
ahead of schedule and
significantly under budget
ETP and Regency acquired
LDHE and formed Lone Star
NGL JV
Lone Star NGL JV announced
new Mt. Belvieu fractionation
plant and West Texas NGL
pipeline projects to significantly
expand liquids platform
Expansion of Eagle Ford shale
projects with the Rich Eagle
Ford Mainline (“REM”) pipeline
and new processing facility in
Jackson County, TX
Completed exit from the propane
business through contribution to
AmeriGas Partners, L.P.
ETP acquired 50% interest in
Citrus, which owns Florida Gas
Transmission
Further announced expansion in
liquids-rich Eagle Ford Shale area
that includes a second Mt. Belvieu
fractionation plant and extensive
organic pipeline infrastructure
supported by long-term fee-based
contracts
ETP announces acquisition of
SUN, creating a “best in class”
natural gas, crude oil, NGLs and
refined product logistics
platform
ET
P
has
undertaken
several
initiatives
to
diversify
its
business
with
an
emphasis
on
fee-based
opportunities that expand the services provided to customers
The
acquisition
of
LD
H
Energy
Asset
Holdings
LL
C
("LDHE”)
in
2011
increased
the
fee-based
services ETP could provide to customers by offering NGL solutions from wellhead to fractionator
The acquisition of SUN further positions ETP as a diversified midstream company that provides
services across the entire midstream value chain
4
Ou
r
business
is
“moving
hydrocarbons”
an
d
the
SU
N
acquisition
provides
an
established
an
d
attractive
platform
to
significantly
increase
our
crude
oil,
refined
products
an
d
NG
L
service
capability
ETP customers’
desire for a fully integrated midstream services company is driving this transaction
Furthers ETP’s long-term initiative to expand its business mix and diversify and grow its cash flow
–
ET
P
will
immediately
becom
e
a
leader
in
the
crude
oil,
refined
products
and
NGL
s
markets
Significant and growing portion of fee-based cash flow derived from these markets
Enhances the size and scale of the Energy Transfer platform while reinforcing its position as one of the
largest MLPs
Enhances the growth profile of ETP while maintaining investment grade credit metrics
Complementary asset base provides numerous commercial opportunities anchored by significant
inventory of attractive, highly accretive organic growth projects
Retail business with an iconic brand name provides additional stable cash flow to ETP's overall
business mix
Clear line of sight to the exit of SUN’s refining business creates the optimal timing for a transaction
–
SUN will continue pursuing announced potential Carlyle joint venture
Rationale for ETP
5

Diversified Energy Logistics Business
The acquisition significantly diversifies ETP’s existing infrastructure assets into crude oil
and refined products transportation, terminalling and logistics
Pipelines
Storage
ET
P
SX
L
Processing
Treating
Pipelines
Terminals
6
23,000

Diversified Asset Mix Enhances Credit Profile
Pipeline Mileage
Throughput*
Storage Capacity*
* Throughput and storage capacity converted on a 6:1 Mcf:Bbl basis
Summary Asset Overview
Status Quo
SUN
&
Pro Forma
ET
P
SX
L
ET
P
Pipelines (miles):
Natural Gas
21,500
-
21,500
NG
L
1,500
40
1,540
Crude Oil
-
5,400
5,400
Refined Products
-
2,500
2,500
Total
7,940
30,940
Operating Metrics:
Natural Gas Throughput (Bcfpd)
22
-
22
NGL Throughput (Mbpd)
576
107
683
Crude Oil Throughput (Mbpd)
-
1,747
1,747
Refined Products Throughput (Mbpd)
-
522
522
Natural Gas Processing Capacity (MMcfpd)
2,662
-
2,662
Natural Gas Treating Capacity (MMcfpd)
1,985
-
1,985
Natural Gas Conditioning Capacity (MMcfpd)
846
-
846
NGL Processing Capacity (Mbpd)
176
-
176
Natural Gas Storage (Bcf)
74
-
74
NGL Storage (MMbbl)
33
1
34
Crude Oil Storage (MMbbl)
-
25
25
Refined Products Storage (MMbbl)
-
16
16
Facilities:
Natural Gas Storage Facilities
3
-
3
NGL Storage Facilities
2
1
3
Crude Oil Storage Facilities
-
4
4
Refined Products Storage Facilities
-
44
44
Natural Gas Process., Treat., Cond. Facilities
35
-
35
NGL Processing Facilities
4
-
4
Retail Marketing Outlets
-
4,900
4,900
Source:
Partnership and company filings
Note:
Joint venture assets reflective of ownership percentage
Includes previously announced projects under construction
7
52
%
47
%
38
%
26
%
14
%
21
%
22
%
15
%
16
%
14
%
21
%
25
%
18
%
18
%
13
%
5
%
4
%
10
%
20
%
2009
2010
2011
2011
pro forma
Intrastate
Midstream
Interstate
Propane
NG
L
Retail
Crude & Refined Products
Diversified Pro Forma Cash Flow
Note:
Adjusted EBITDA reconciliation in appendix. ETP adjusted EBITDA excludes “Other”.
(1)
2011 ETP pro forma for contribution of propane to AmeriGas Partners, L.P. and Citrus acquisition.
Excludes distributions from AmeriGas Partners, L.P.
Assumes full consolidation of SXL.

The acquisition diversifies ETP’s business mix and provides an enhanced portfolio of
fee-based tariff / margin organic growth opportunities
Acquisition further enhances ETP’s long-term
initiative to increase fee-based services provided
to producers while expanding ETP’s business mix
and balancing its sources of cash flows
Inventory of attractive identified organic NGL and
crude oil projects at SXL augments ETP’s slate of
growth projects and provides visibility to
meaningful EBITDA growth
–
Pro
forma
combined
2012
growth
capex
of
~$2.2 billion with the vast majority of spending
allocated to NGLs, midstream and crude oil
projects
Retail business provides an additional stable
segment to ETP's overall business mix
(1)

ETP Adjusted EBITDA
8
LOGISTIC
S

Sunoco Has Become a Logistics Company
with a Stable Retail Business
Chemicals
Bayport plant closed
Refining
Tulsa refinery sold
Eagle Point refinery
permanently idled
Retail / Marketing
Fulton ethanol plant purchased
Heating oil / propane business
sold
Chemicals
Polypropylene business sold
Retail / Marketing
Purchased 25 retail locations
in NY State
Chemicals
Frankford plant sold
Haverhill plant sold
Refining
Toledo refinery sold
Eagle Point tank farm sold to SXL
Marcus Hook refinery permanently
idled
Retail / Marketing
Expansion into Alabama
Cok
e
Initial public offering
Refining –
exit announced
Philadelphia refinery
–
Potential JV with Carlyle
(minority interest, Carlyle to
operate, no additional
capital required from SUN)
–
If no suitable exit
transaction can be reached,
expect to idle by August
2012
Cok
e
Complete spin-off of coke to
SUN shareholders
Retail / Marketing
Acquired 11 retail locations in
Daytona, FL
RETAI
L
LOGISTIC
S
COK
E
REFININ
G
RETAI
L
COK
E
REFININ
G
RETAI
L
CHE
M
CHE
M
LOGISTIC
S
LOGISTIC
S
COK
E
RETAI
L
2008 / 2009
2010
2011
2012
REFININ
G
CHE
M
9
Attractive premium with continued participation in potential upside of a well-managed, diversified
business
–
Immediately crystallizes shareholder value during a time of transition, with recent full exit from
coke and chemicals as well as announced exit from refining business
–
29.0%
premium
to
the
20-day
average
SU
N
closing
share
price
(1)
–
50% cash / 50% unit mix allows shareholders to earn attractive ETP yield (~7.5% based on
$3.575 per unit cash distribution on an annualized basis) with an improved distribution growth
profile
Combination with Energy Transfer platform dramatically expands scale, operational diversity and
geographic footprint of SUN and SXL, enabling businesses to fully deliver on potential
Meaningful commercial and operational synergies with the Energy Transfer family
Minimal integration risk and disruptions given key SUN and SXL managers will remain
Key presence to be retained in Philadelphia region
Rationale for SUN and SXL
(1)
As of April 27, 2012.
10

Transaction Overview
ETP will acquire 100% of SUN’s outstanding common stock for $50.13 per share ($5.3 billion)
–
29.0%
premium
to
the
20-day
average
SU
N
closing
share
price
(1)
–
Acquisition
of
SU
N
shares
funded
with
ET
P
commo
n
units
(50%)
and
cash
(50%)
–
Consideration consists of $25.00 of cash and 0.5245x ETP common units per SUN share
SUN shareholders can elect cash, ETP common units or a mix of cash and ETP common units,
subject to pro-ration
$965 million of existing SUN notes (excluding debt at SXL) will remain outstanding
–
No change of control triggered in SUN’s existing notes
Energy Transfer Equity, L.P. (“ETE”) to provide a GP subsidy of $70 million per annum for a period of
3 years to ETP to support the transaction post-closing
SXL will remain a separate, publicly-traded MLP
Transaction offers compelling value to SUN shareholders with an attractive yield and
improved distribution growth profile
(1)
As of April 27, 2012.
11

Integration Plan
Energy Transfer management team has a proven
track record of successfully integrating
acquisitions
Southern Union (2012), LDHE (2011), Regency
(2010), Canyon (2007), Transwestern (2006),
Titan (2006), HPL (2005), ET Fuel (2004)
Southern Union integration to be substantially
complete by time of SUN transaction closing
The transaction is a bolt-on acquisition, similar to
the LDHE acquisition, and ETP expects minimal
integration risk given key SUN and SXL
management team will remain in place
ETP, SUN and SXL have conservatively identified
$70 million of annual run-rate commercial /
operational synergies
Commercial &
Operational
Synergies
$55
Compensation
& Benefits
$5
Corporate
Overhead
$10
79
%
7
%
14
%
Note:
Based on estimated $70 million of run-rate synergies per annum.
($ in millions)

SUN Synergy Breakdown
May 2012
Begin drafting
Proxy / registration
statement
Begin regulatory
approval process
File proxy
statement /
S-4
registration
statement
Integration plan will be put in place immediately resulting in one functional organization at closing
Only major regulatory approval is HSR; no issues expected given business mix
4-
6 months expected timing from announcement to closing
File for regulatory
approval
-
HS
R
-
Other minor approvals
Subject to SEC review
and regulatory approval
2-
4
week
s
8-
20 weeks
Q3 / Q4 2012:
SU
N
shareholder
vote and
close

Illustrative Transaction Timeline
12
No financing contingency or ETP / SXL unitholder vote provides for high level of deal certainty
13

Conclusions
Elevates ETP to a leading player in crude oil, refined products and NGL transportation, terminalling
and logistics
Delivers
immediate
premium
to
SU
N
shareholders
with
the
ET
P
unit
consideration
providing
an
attractive
yield
and
continued
potential
upside
with
an
improved
distribution
profile
Significant, tangible commercial and operational synergies
Enhances the growth profile of ETP while maintaining investment grade credit metrics
High degree of transaction certainty
Key SUN and SXL management to continue to run businesses and oversee integration
A “win-win”
transaction for investors of SUN, SXL and ETP
Appendix
15

Side-by-Side Overview
($ in millions, except per share / unit amounts)
(4)
ET
P
(1)
SU
N
(2)
SX
L
Share / Unit Price (as of 4/27/12)
$47.92
$50.13
$40.99
LP equity market cap
$11,001
$5,321
$4,244
Illustrative GP value
(3)
6,415
–
1,397
Market Capitalization
(3)
$17,415
$5,321
$5,641
Total Debt
8,884
1,020
1,698
Minority Interest
629
–
98
Cash
(710)
(1,531)
(5)
Enterprise Value
$26,218
$4,810
$7,432
Current Yield
7.5%
1.6%
4.2%
Corporate Credit Ratings
Moody's
Baa3
Ba1
Baa2
S&
P
BBB-
BB
+
BB
B
Fitch
BBB-
BB
+
BB
B
Source: ETP, SUN and SXL public filings. Balance sheet data as of 12/31/2011.
(1)
Pro forma for Citrus acquisition, Propane sale, January 2012 $2,000 million senior notes offering and January 2012 $750 million tender offer.
(2)
SXL not consolidated in SUN data. SUN contribution debt pro forma for $100 million PEDFA bond redemption. SUN cash pro forma for $100 million
PEDFA bond redemption and $200 million funding of VEBA trust. SUN pro forma for $100 million of total share repurchases through March and April 2012.
(3)
Includes implied value of GP / IDR interest at ETP and SXL based on current yield for illustrative purposes.
(4)
Acquisition price per share.
16
Retail Marketing
Logistics
(MLP)
Refining
Announced exit of refining
business in September 2011
Marcus Hook, PA refinery (175
Mbbls/d) permanently idled in
December 2011 but continues to
operate in a terminal capacity
Philadelphia refinery (330
Mbbls/d)
–
Potential JV with Carlyle
(minority interest, Carlyle
to operate, no additional
capital required from
SUN
)
–
If no suitable exit
transaction can be
reached, expect to idle
by August 2012
SUN Primary Operating Segments
~2,500 miles of refined products
pipelines located in the
Northeast, Midwest and
Southwest
~5,400 miles of crude oil
pipelines, located principally in
Oklahoma and Texas
~42 million barrels of refined
products and crude oil terminal
capacity
Engaged in the acquisition and
marketing of crude oil
SUN owns:
100% of the SXL GP
interest and IDRs
32.4% of SXL common
units
Historical SUN distributions
received from SXL (pre-tax)
2011 = $97 million
2010 = $91 million
(1)
2009 = $98 million
~4,900 retail outlets for the sale
of gasoline and middle distillates
~5 billion gallons of gasoline and
diesel fuel and ~$500 million of
merchandise sales per year
Strong brand and station image
recognition
Located on the East Coast /
Midwest / Southeast
Historical retail EBITDA
2011 = $261 million
2010 = $269 million
2009 = $241 million
Source: SUN filings and investor presentations.
(1)
SXL distributions to SUN declined in 2010 due to IDR reset which provided SUN with $201 million in cash proceeds.
17
Intrastate Transportation
and Storage
Interstate Transportation
Midstream

ETP Primary Operating Segments
Approximately 23,000 miles of natural gas gathering and transportation pipelines, 3 natural gas storage facilities
with 74 Bcf of working capacity and 70% interest in Lone Star NGL joint venture
NG
L
Oasis Pipeline (600 mi, 1.2
Bcf/d capacity west-to-east, 750
MMcf/d capacity east-to-west)
East Texas Pipeline (370 mi)
Energy Transfer Fuel System
(2,950 mi, total capacity of 5.2
Bcf/d)
–
Includes Bethel storage
facility (6.4 Bcf working
capacity), Bryson storage
facility (6.0 Bcf working
capacity), Godley plant
HPL System (4,350 mi, total
capacity of 5.5 Bcf/d)
–
Includes Bammel storage
facility (62 Bcf working
capacity)
Transwestern Pipeline (2,690
mi; 1,225 MMcf/d mainline
capacity and 1,610 MMcf/d San
Juan Lateral capacity)
Tiger Pipeline (195 mi, 42-inch
pipeline; 2.4 Bcf/d of capacity
sold under 10-15 year
agreements)
FEP Pipeline Joint Venture (185
mi, 42-inch pipeline; initial
capacity of 2.0 Bcf/d with 1.85
Bcf/d sold under 10-12 year
agreements)
–
50/50 joint venture with
Kinder Morgan Energy
Partners, L.P.
Citrus
–
50/50 joint venture with El
Paso Corporation (5,400 mi;
3.1 Bcf/d mainline capacity)
~7,400 mi of natural gas
gathering pipelines
2 natural gas processing plants
15 natural gas treating facilities
11 natural gas conditioning
plants
Joint venture owned 70% by
ETP and 30% by Regency
Energy Partners LP (“RGP”);
ETP operates on behalf of the
joint venture; stand-alone entity
with equal board representation
NGL Storage
–
Mont Belvieu storage facility
(43
million Bbls working
capacity)
–
Hattiesburg storage facility (4
million Bbls of working
capacity)
NGL Pipeline Transportation
–
West Texas NGL Pipeline
(1,066 mi, 144,000 Bbls/d
working capacity)
NGL Fractionation &
Processing (2 cryogenic
processing plants; 25,000
Bbls/d fractionator; Sea Robin
gas processing plant)
18

Pro Forma Simplified Structure
ET
E
ET
P
NG
L
Interstate
Transportation
100% ETP IDRs
1.5% GP Interest
22% LP Interest
Midstream
Intrastate
Transportation
an
d
Storage
100% SXL IDRs
2% GP Interest
32% LP Interest
19

Adjusted EBITDA reconciliation
Energy Transfer Partners, L.P.
($ in millions)
Fiscal Year Ended December 31,
2009
2010
2011
Net income
$792
$617
$697
Interest expense, net of interest capitalized
394
413
474
Income tax expense
13
16
19
Depreciation and amortization
313
343
431
Non-cash unit-based compensation expense
24
27
37
Losses on disposals of assets
2
5
3
Gains on non-hedged interest rate derivatives
(39)
(5)
77
Allowance for equity funds used during construction
(11)
(29)
(1)
Unrealized (gains) losses on commodity risk management activities
(30)
78
11
Impairment of investment in affiliate
–
53
5
Proportionate share of JV's interest, depreciation and allowance
for equity funds used during construction
22
22
30
Adjusted EBITDA attributable to noncontrolling interest
–
–
(38)
Other, net
(2)
0
(4)
Adjusted EBITDA
$1,477
$1,541
$1,743
Sunoco Retail
($ in millions)
Fiscal Year Ended December 31,
2009
2010
2011
Retail Pretax Income
$146
$176
$169
Depreciation and amortization
95
93
92
Retail Adjusted EBITDA
(1)
$241
$269
$261
(1)
Excludes items deemed to be unusual.

								
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